A worm that walks rarely speaks, although it retains knowledge of all languages it knew in life, as well as any it has learned since.

Combat

Spells

A worm that walks can cast any spells it could cast as a character. This sample worm was a 23rd-level wizard (spells per day: 4/12/6/6/6/5/5/5/5/4/1/1). The last spell slots are 10th-level and 11th-level slots, respectively, and are available for 0-9th level meta-magic spells.

A worm that walks can choose to engulf an opponent who is no more than one size category larger than itself. The worm attempts to embrace its victim, and with a successful melee touch attack, the victim is immediately swallowed up and surrounded by a mass of vermin, taking 100 points of damage. A victim who spends a full-round action can break free of the embrace and move up to half its speed away from the worm if desired, but can do nothing else. Otherwise, each round a victim remains embraced, it takes another 100 points of damage. Constructs are immune to this attack.

Spells

The worm that walks can cast any spells it could cast when a living character. It also gains several related abilities.

When a worm that walks engulfs a victim, witnesses must make a Will save (DC 10 + ½ the worm’s HD + the worm’s Cha modifier). Those who make the save are shaken. Those who fail by 5 or fewer points are frightened. Those who fail by 6 to 10 points are panicked. Those who fail by 11 or more points are cowering. All these conditions last for 1d4 rounds. Those who have seen a worm use this attack before gain a +5 bonus on their saving throws. The victim of the worm’s engulf attack has a -5 penalty on his or her saving throw.

If gravely threatened, a worm can discorporate as a free action, simply falling into a pile of individual vermin that slither quickly away. So long as any of the component vermin survive, they can breed and create a new body to house the wizard’s intelligence and personality. Discorporating is a dangerous tactic, because once separated, the vermin are treated no differently than other vermin. Also, the worm stands a good chance of losing all its equipment. However, discorporation almost assures that at least one maggot (if not dozens) will manage to crawl away, and so provide for the worm’s continued existence.

Special Attack

A worm that walks can choose to engulf an opponent who is no more than one size category larger than itself. The worm attempts to embrace its victim, and with a successful melee touch attack, the victim is immediately swallowed up and surrounded by a mass of vermin, taking 100 points of damage as the biting vermin nibble away. A victim who spends a full-round action can break free of the embrace and move up to half its speed away from the worm if desired, but can do nothing else. Otherwise, each round a victim remains embraced, it takes another 100 points of damage. Constructs are immune to this attack.

Spells

A worm that walks can cast any spells it could cast as a living character.

When a worm that walks engulfs a victim, witnesses must make a Will save (DC 10 + ½ the worm’s HD + the worm’s Cha modifier). Those who make the save are shaken. Those who fail by 5 or fewer points are frightened. Those who fail by 6 to 10 points are panicked. Those who fail by 11 or more points are cowering. All these conditions last for 1d4 rounds. Those who have seen a worm use this attack before gain a +5 bonus on their saving throws. The victim of the worm’s engulf attack has a -5 penalty on his or her saving throw.

If gravely threatened, a worm can discorporate as a free action, simply falling into a pile of individual vermin that slither quickly away. So long as any of the component vermin survive, they can breed and create a new body to house the wizard’s intelligence and personality. Discorporating is a dangerous tactic, because once separated, the vermin are treated no differently than other vermin. Also, the worm stands a good chance of losing all its equipment. However, discorporation almost assures that at least one maggot (if not dozens) will manage to crawl away, and so provide for the worm’s continued existence.

Feats

Epic Feats

Climate/Terrain

Organization

Solitary, occasionally with minions or master.

Challenge Rating

Same as the character + 3.

Treasure

Same as the character.

Alignment

Any evil.

Advancement

By character class.

Worm That Walks Characters

By making eldritch preparations on a burial plot, a powerful spellcaster can improve the likelihood of a worm that walks emerging from the ground. The body is buried in an elaborate ritual that, the spellcaster hopes, will attract a critical mass of worms or maggots. The spellcaster performing the ritual must spend 10,000 gp in rare reagents for the ceremony. Furthermore, the ritual drains 2,000 XP from the spell-caster and requires the following spells: limited wish, polymorph any object, summon swarm (heightened to 7th level), and sympathy. Even if the ritual is performed correctly, there is only a chance that the deceased spellcaster will arise as a worm that walks. For each prepared but uncast arcane spell the deceased had at the moment of death (or unused spell slots if a spontaneous caster), there’s a 1% chance that a worm that walks will slither from the grave soil in 1d4 days. Some worms that walk arise spontaneously from ordinary burial plots, but such an event is exceedingly rare. And an epic spell can create worms that walk every time without fail.

When this spell is cast, worms or maggots slither and crawl their way inexorably toward the corpse touched. Over the course of the next week, they consume the flesh of the corpse, and when the last bit of the corpse is devoured, the creature is returned to a semblance of life as a worm that walks.

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